Spiderman: Symbiote Conquest
by Sgt. M00re
Summary: Continuation of the Black Cat ending from Spiderman: Web of Shadows. Spiderman's gone rogue, with an army of symbiotes at his command, hellbent on conquering the world. He might just pull it off. First story ever, please be kind and read and review! Dark/Evil/Symbiote Spiderman and Black Cat.
1. Chapter 1

**Symbiote Conquest**

**Disclaimer: **I do not own anything Marvel or anything I borrowed from other media.

**Chapter: prologue**

Well... the impossible has happened. Eddie Brock, A.K.A. Venom, is dead. He was sliced to pieces then blown up in one of the S.H.I.E.L.D. helicarrier's engine turbines. Spiderman... he was the one who did it; and now, with Venom dead and Carnage's remains in space. Spiderman is now the undisputed King of the Symbiotes, with Black Cat as his queen. With S.H.I.E.L.D. crippled, only a few uninfected remaining; the only thing left to do is to get out of Manhattan before the heroes, villains, and military can regroup. the symbiotes would not of been as big a problem as when Venom was in charge, he was mainly brute force. But with Spiderman in charge, he has smarts _and_ brute force.

Heh... They say power corrupts and absolute power corrupts absoluetly. Ironic if you think about it... _with great power comes great responsibility_ Spiderman becomes corrupt and tries to take over the world. Anyway.. time is running out for the people of Manhattan, Spiderman and his forces are on the move. _May God have mercy on the_ _souls of those who cross his path, for he is fresh out of mercy._

Which brings us to out tale, taking place one week after Venom's death, at the refugee camp at Stark Tower. Where the uninfected are waiting for evacuation and something more _sinister_ is in the works...

**Author's Note: sorry if this prologue is too short or wordy. This is the first time writing a story. Please read and review! Also, please go to my profile, I have 2 polls going for another story I'm trying to write. And lastly, I do accept **_**Constructive Criticism**_**, suggestions for my stories and so on. Thanks forreading!**


	2. Real Chapter 1: Treachery

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or anyother media I put in this story.**

"yes" = regular speach

"_master"_ = symbiote speach

_'done' _= symbiote speach (telepathy)

'dude' = thought

**Chapter 1****: treachery**

At the refugee camp...

"Open the gates! We have wounded and survivors from the helicarrier!" yelled a S.H.I.E.L.D. soldier from the top of a personnel carrier vehicle**. (Author's Note: personnel carrier vehicles will be called P.C.V.s)**

"Open the gates and let them through! And somebody call the _damn medics_!" called the gate captain.

A section of the fence powered down, allowing the vehicle through. Once through, the medics and guards took the care of the wounded and the gate captain took the soldier to the command center for his report.

Little did they know that the P.C.V. had a "stow-away" riding under the vehicle. The driver of it drove and parked it with the others. After he had left, the passenger crawled out from under it to reveal a... **symbiote snatcher**! It changed into it's "under cover" form (a S.H.I.E.L.D. agent) and headed for the command center, remembering it's instructions from his king.

*Flash Back*

"This is what you have to do: hitch a ride on an P.C.V. all the way till your inside the fence. Then you are to listen in on the meeting there and relay everything back to me by telepathy. Then you are to sabotage their communications, ammo depots, medical facilities, and that _stupid fence_ of theirs. You will need to use explosives to do all this, _understood!_" said a figure sitting on a make-shift throne.

_"Understood, your highness, King Spiderman of the Symbiotes!"_ replied the snatcher.

*Flash Back End*

The snatcher arrived at the center just as the meeting was about to start.

When the gate captain and the soldier entered the command center, they saw a woman leaning over a 3D model of the city. She was wearing a black, leather, form-fitting suit; opened a little bit at the top, and she had short red hair. This woman was the hero Black Widow, a.k.a. Natasha Romanov, S.H.I.E.L.D. agent incharge of dealing with the symbiotes.

She saw them come in and asked, "Who are you, and where did you find these survivors?"

"My name is Captain James T. Kirk. As for how I found them, it's like this: my patrol and I were doing a sweep of the helicarrier wreckage for survivors. We heard some cries for help and decided to check it out. What we found shocking! We found 50 survivors: 30 S.H.I.E.L.D. personnel, 19 civilians, and 1 HERO!" explained James.

"What! A HERO! Which one?" yelled Widow.

"A **B** lister hero, but a hero none the less. And its James Rhodes, a.k.a. War Machine, unfortunately he doesn't have his suit because he was out on a date when all this began. He tried to get here but he came across families trapped where he was, and while he could make it alone he didn't think they'd last long without a profesional there to help. So he helped them survive and gathered as many uninfected as possible. He was able to get them to the docks and get on boats, but they couldn't go anywhere because if they tried to leave the vulturelings would notice and attack. So they hid until the helicarrier came down, they were able to save as many as posible. Unfortunately, by the time I got there they were out of supplies and with wounded. I couldn't take them all so I took all the wounded that I could. Filling the four vehicles I had with me and leaving half my men there for protection."

"Wait a second, if you had four vehicles, how come you only arrived with one?" asked someone.

"Thats because we were ambushed half way here. We were attacked by two new kinds of symbiotes: one looked like a combination of an electroling and a vultureling, it looked like a vultureling with an electroling's color, abilities and "head spikes". The other looked liked a grappler but with a very large, flat head. It kept ramming the vechicles and knocking them over, I tried to shoot it in the head but the shots just bounced off! I knew we were fucked, so I decided to leave and trie to get here as quickly as possible for reinforcements." James explained.

"Shit! Even more bad news! What about Rhodes, was he with you?" asked Widow.

"No, he stayed behind since he was one of the few still fit for duty.' said James.

'We need him! He knows the passwords to Stark's supplies and having a hero, any hero, would give the men a much needed moral boost. We need to get him before Spiderman does and infects him and gains the passcodes!' thought Widow.

"Shit! W can't lose this particular group of uninfected! Coporal! Tell the men to mount up we have some v.i.p.s in that group!" ordered Widow

"Maam, yes, maam! Alright you maggots its time too lock'n'load!" shouted the Corporal.

Widow then turned to James and said, "Captain! You're going to lead us to them, got it!"

"Maam yes maam!" replied James. "But you might want to bring a lot of men."

"Fine!" Widow said.

When everyone left to get things done, a certain "soldier" was having a conversation in his head. _'Massster! They have found the hero War Machine!' _he said. _'I heard... so Rhody is a still alive eh? Alright, new plan! I need you to wait until Black Widow has left with most of her forces and then start sabotaging your targets. While I'll send a large group to get him while sticking a thorn in Widow's side and demoralizing her men. Understand?!" _said Spiderman.

_"Understood your majesty!"_ replied the snatcher.

By the time the conversation was over, Widow had the men ready to leave. So, Sym (I got tired of always using snatcher so the thing's name is Sym.) went to the explosives depot, pretending that he was there to gear up for the mission. Grabbed a sack full of explosives and headed for communications tower. Once he placed some explosives around the base so that when they went off, the tower's supports would break causing it to fall. After that, he went and did the same thing to the: ammo depots, oil/gasoline depots, the perimeter fence, and the medical equipment.

By the time it got done, it had recieved the signal to detonate. _'Widow's forces have been ambushed! Fire! Now!' _ordered Spiderman. _'Yesss Massster!'_ answered Sym. And with that, he detonated all the hidden bombs. Thus destroying the communications tower, medical equipment, ammo and oil/gasoline depots, and the fence. This caused mass confusion and chaos to ensue, allowing Sym to head back to his master.

***Author's Note:* I'll try to post a new chapter once to twice a week. Also Please vote on my poll, Iwon't be able to go much further until it's done. I'll still update but they'll be short until then. SORRY!**


	3. Chapter 2: Getting Hammered

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or anyother media I put in this story.**

"yes" = regular speach

"_master"_ = symbiote speach

_'done' _= symbiote speach (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 2****: Getting Hammered**

A Few Hours Later...

Black Widow and her men had finally arrived where Captain Kirk left the three p.c.v.s, the reason why it took so long for them to get there is because with so many men moving at the same time, is slow progress. Also, along the way, they came upon small pockets of uninfected so Widow had to send some men with them to get them back to base. **(Little did she know that her base was in the middle of being over run.)** The p.c.v.s were on their sides, with tops wripped open like a tin can, and they were "fried" as in all the tech, circuitry and wires burnt beyond repair. **(Ever seen a tv or something get hit by lightning or shortcircuit? And ends up blackened and smoking? Its kind of like that.) **

Widow looked at them and said, "Are these the ones you left behind?"

"Hmmm... more or less. I mean, they weren't on their sides and shredded** (lol)**." Kirk said.

"Alright, group 1, go check them out for survivors or something to tell us what the fuck happened!" Widow ordered.

So, a group of 5 soldiers walked to the wreckage, expecting an ambush. When they looked inside the wreckage they saw... _nothing!_ No bodies, remains, symbiote slime or spent shell casings. They were about to head back when they heard a roar, "_RAUR!"_ Next thing they know something rams two of the soldiers into a vehicle; with enough force to crush the bones in their chests, killing them instantly.

"WHAT THE FUCK IS THAT THING!" yelled someone.

The creature was about average height, a grappler symbiote like body and look; with a very, _very_, large, flat head. It turned turned around and said, _"We hate coppers!"_ then it charged again. Then a flock of strange looking vulturlings started attacking and a bunch of berserkers led by a very large berserker like symbiote with 2 horns **(symbiote Rhino).** _"Charge!" _Rhino said then the berserkers and him started to charge with the berserkers tearing through everyone. But they weren't killing them they were wounding them so bad they couldn't fight but not enough to kill them. Then a horde of snatchers came behind them and took all the wounded soldiers away to be infected, so in a few minutes Widow's army was cut by a third with more dying because of Rhino and the new flat-headed symbiote. Who turned around and yelled, _"We... Are.. Hammerhead!" _

"Great! We now have a C class villain thats infected along with a B class villain!" said someone.

Hammerhead then kept charging, killing anyone he rammed into with the soldiers were only shooting to wound or incapacitate. Until one soldier said, "Enough of this 'set fazers to stun' Shit!" he then took out a .50 caliber rifle, zoned in on the only weak spot on Hammerhead's head **(the face)** and put a round right in the face. Causing his head to blow up from the sheer power of the rifle **(anyone who has seen a .50 cal. shoot a head, watermelon, etc. would agree because of the rifle's power)** causing a wound that not even a symbiote could heal. "Is it dead yet?" "Let me check.. *guy shoots a grenade from his grenade launcher for good measure* it is now." said a soldier. **(LOL) **Thus killing the C class villain Hammerhead.

Suddenly, all the symbiotes stopped attcking and left. The reason being they just recieved new orders: _'Everyone, fall back and regroup at the refugee camp. You've stalled them long enough.'_ a voice said in all their minds. _'You got it Boss!'_ replied Rhino as the symbiotes and him headed back to the S.H.I.E.L.D. base. And above all of this, on his perch was the one who gave the orders... Spiderman, King of the Symbiotes!

After giving the orders, he was deep in thought, _'Hmm... looks like the ambush was a partial success. Widow has lost a good amount of her forces, bought enough time for my men to take over the base, and to test out the new symbiote types. Hammerhead's dead.. expected as much, oh well never liked him anyway. Although.. if I were to make a new type with his powers, they'd make good 'battering rams' to destroy barricades and such. Rhino is good for thin walls, but any thicker and his stupid horn gets stuck. So keep Rhino for offense and any 'hammers' for barricades until I get something better like Juggernaut or something. Although.. if I combine Rhino's abilities minus the horn with Hammerhead's flat head. I could increase the strength and survivalbility of the hammers. But what abo-' 'Massster!' _said a voice suddenly, breaking his train of thought. _'What!' _replied Spiderman, he hates it when experimenting on creating new and better symbiotes. _'We have captured Rhodes and he is being held at your new base, waiting for you. Also the Queen wants to talk with you privately about something important. She's waiting the new base at Stark Tower.' _said the symbiote. _'Good, tell my _**wife**_ that I will be home soon.' _replied Spiderman.

**(*A.N.: That's right! Spiderman and Black Cat are hitched! They haven't gone on their honeymoon yet because N.Y.C. is in ruins. So they will have it once they get to the mainland, they'll have fake identities and they'll put their 'duties' on hold and have a 'normal person' honeymoon. I may or may not write it, it all depends if I get enough messages asking for it I will. Also if I do it could someone please provide good fake names for them. Also as a teaser... What do you guys think Black Cat needs to speak to spiderman about? Find out in Chapter 3. Anyways... back to chapter 2...)**

Back at the ambush site...

"What HELL happened here!" yelled Black Widow

"I think we just got 'hammered' **(lol)**" said Kirk.

"Maam! I can't communicate with the base, its all static!" said the communications officer.

"Great! Just what we need another problem! I'm going to half to split our force in half again, half to go and bring the wounded back to base and to find out what the Fuck is going on there! The other half will come with me to get Rhodes, got it!" said Widow.

"Got it Maam!" replied the soldiers. They then split up, with half taking the wounded back to base with the other half contnuing on. Even more afraid of what they might find there once they arrived.

**To Be Continued... HAHAHa! :)**

**Sorry for the cliffhanger, but I'm building up the suspense of when they get to Rhodes, find out he's not there, head back to base and findout its been over run by Spiderman and his symbiotes. The battle of taking over the base will be mostly a flashback because it took place during this chapter. The same with the capturing of Rhodes. **

**As of right now, the harem list is this:**

**Black Cat**

**X-23**

**Invisible Woman**

**Black Widow**

**She-Hulk**

**Jean Grey/Dark Pheonix**

**Silver Sable**

**I'm willing to change them except for Cat and X-23 if enough people ask me to switch out the others with someone else. But girl has to fit the criteria from the poll and more than 1 person must ask the girl. **

** I am willing to accept ideas and give credit if I think they fit the plot. If you have any questions about the story besides NEGATIVE criticism! I am willing to answer them if I can. Please Read and Review! :) The next chapter will be up sometime next week.**


	4. Chapter 3: An Amazing Surprise

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 3: An Amazing Surprise**

At the refugee base…

A woman was walking through the rubble and wreckage of the ex-S.H.I.E.L.D. base watching the symbiotes deal with the dead, dying, and uninfected. Those who were strong willed were killed and the rest were turned into symbiotes based on height. The woman was about average in height; a combination of supermodel looks, Olympic athlete-esq fitness, and a copy of the Super Soldier Serum. She had platinum blond hair and was wearing a symbiote suit. **(I do not know how to describe it, but I will say that the suit is even hotter than her regular outfit. If you want to see what she looks like, look the image up online with symbiote black cat. Also, the girls in the harem will each get a symbiote suit; the suits will be the same colors but more sexy and "revealing" like Cat's. Also as a last minute addition to the poll, I will be adding Red She-Hulk to the list.) **She was thinking back to last night when Spiderman, her husband, told her his plan to deal with Widow's remaining forces and to get off the island.

*Flash Back*_

Black Cat was walking into a large room that was the new "meeting room" with Spiderman looking at a 3D display table with a model of Stark Tower and the refugee camp.

"Hello lover." Black Cat said sensually to Spiderman. "Hello Babe, I have finally come up with a plan to deal with S.H.I.E.L.D. and get us out of this dump." Said Spiderman. Black Cat then walked over to and behind him, wrapped her arms around him. Then pressing her lovely, large breasts into his back; laying her head on his shoulder while sensually stroking his chest with her claws.

"Wonderful," she said sexily, "we will be able to have _even more fun!_ And then we can finally have our honeymoon!" squeeled Cat. "Yes Hun, but we would have to disappear for a little while to get people off our trail before we can go if we do not want to be interrupted." Replied Spiderman.

"_Fine… but once we are there __**YOU ARE OURS!**__ And we do not plan on letting you leave the hotel room for most of the trip!"_ she warned. This caused Spiderman to stiffen and his… "little friend"… to harden, by just thinking of all the _possibilities_… **(LOL)**

**(Yeah I know… wearing the suit has not only increased his powers but also increased his "endurance" and "stamina", making him a stamina freak. Also making it so not only can he "explode" longer, more forceful, and in a larger amount; but also go many, many times and still be hard after each one, made him extra horny, and bigger 14 incher. They have given a whole new meaning to the phrase "Fucking like Rabbits.")**

Anyway… back to the story…

"Nice idea love, but we still have to get out of here first. My plan is to have snatcher symbiote hitch a ride under a p.c.v. To do that we will set up an ambush for a convoy, then use the new electrovulturelings **(this is not the official name for them, but I am willing to accept ideas for names them and I will give credit.) **Take out the escorts and damage the vehicle enough so that during the confusion, the symbiote can get on the vehicle. It will stay under it until is parked at the vehicle garage at the camp. Then it will grab some explosives and plant them around the base to destroy the communications and medical equipment, the ammo and gasoline depots, and the fence generator. This will make it so they can not call for reinforcements, heal their men, get rid of their superior firepower, and disable the fence so our troops can get in. While we are waiting for the fence to go down, we will have the berserkers move as much debris as possible to block off the streets so they cannot leave or receive backup. We will then kill everyone that is strong willed and infect the rest then use their aircraft to get to the mainland." Explained Spiderman.

***_Flashback End_***

After the trip down memory lane, Black Cat looked around the base at the destruction. She was both proud and amazed that despite not have the firepower that S.H.I.E.L.D. had, there were very few symbiote casualties. 'Hhmmph, stupid humans. Still only trying to wound and disable our forces out of the hope for a cure! Ha! They should know if someone has a symbiote for a certain amount of time the body becomes dependent on it to the point the person can't live without the symbiote.' Thought Cat. Their army was hundreds of thousands strong after this victory and soon there will be more. Black Cat then started thinking back about the assault…

***_Flashback_***

With Black Widow and 2/3 of her men going after War Machine and leaving only a 1/3 to protect the base assuming the fence would be enough till they got back. Little did they know that if they had waited a little longer they would have seen Dare Devil and Iron Fist along with MaryJane Watson and Luke Cage. Luke and MJ were doing a last minute sweep of Luke's Heroes for Hire office building, hoping to find Iron Fist or someone. Dare Devil had been trying to save people, he realized he couldn't do this alone so he took those he had saved and went to Heroes for Hire hoping to find either Luke or Iron Fist. They then decided to travel to the base together and were able to get there without many casualties. When they made it there they brought the wounded to the medics and then went to the tents to rest. They were resting when all of a sudden there were a bunch of explosions rocking the base…

*baaanngg**BOOOOMMM!**SNAP**CRACKLE**POP*** (LOL) **

They all ran out of the tents they were resting in, and started looking around trying to find out what was going on. "Shit! My ears!" growled Dare Devil, since one of his powers is increased hearing… yeah hurts like hell. "Hey you! What the hell is going on here!" asked Iron Fist to a passing soldier. "Someone sabotaged communications and medical equipment; and the ammo/gasoline depots, most of the remaining weapons, and the fence!" replied the soldier. "What about Widow? Can we contact her or her men?" asked Luke.

"No! The communication tower is destroyed and there aren't enough men left to go get her _and _protect the civilians." Answered the soldier.

"Alright! Heres what we're gonna do: you and Iron Fist will go get all the men and weapons you can and setup defenses. While Dare Devil, MJ and I go get all the people to safety. Got it!" ordered Luke "Sir yes sir!" replied the soldier.

They then split up to do their jobs, Luke and Dare Devil left MJ with the civilians inside the tower. While Iron Fist and the soldier got everything they could find and setup what defenses they could. They got all this done just barely before the symbiotes attacked.

*symbiote p.o.v.*

When the fence went down Moon Knight, who Spiderman put in charge while he was testing the new symbiote type on Black Widow, sent out a horde of zombie symbiotes as cannon fodder to soak up the defenders remaining ammunition. After waiting a bit he then sent in mixed flocks of vulurelings and electrovulturelings, **(I still need a name for them so I'm just going to call them e.v.s for now) **what they were doing was having the e.v.s use their electric abilities to shoot bolts from the air, the vulturelings were to pick off any snipers and to drop off the smaller symbiotes behind the defenses to attack from the rear. The defenders were doing okay for a while, but that didn't last. The three heroes they had were having trouble fighting since they didn't have range attacks and most of their moves were at close range. Meaning that the symbiotes could gang up on them if they stood still too long or stick to them after they punched. The defenders were being pushed further and further back until they could feel the tower's doors at their backs. They then decided to get inside hoping to buy some time for Widow to get back.

Little did they know it was too late…

"Hurry! Everyone get inside NOW!" Luke yelled. Him, Dare Devil, Iron Fist and the few remaining soldiers got inside the tower before slamming the doors shut. After pausing to catch a breath, they realized something was wrong, there was no noise inside and the lights were off. "Where is everybody? You! Go see if you can get the lights on." Said Iron Fist to a soldier. "Got it! Now where is it—oh found ii—aahhh!" screamed a soldier. "Corporal?! CORPORAL!" yelled Luke, then he shone his flashlight to where the soldier was supposed to be. "He's Gone!" "Damn it! That bastard owed me money!" "Enough!" said Luke who then walked over to the switch and flipped the lights on. What they saw made some of them shit there pants; where the civilians were supposed to be was a huge amount of symbiotes and corpses strewn across the floor. _"__Took you long enough to come in for_ dinner _even if a little too late!" _They all looked toward the voice and they were shocked at what they saw: a woman with platinum blonde hair wearing a "nonferal" looking symbiote suit with a tall "normal" looking symbiote person with a "fleshy" like crescent moon on its chest. All of a sudden it clicked, "Black Cat? Moon Knight? Is that you?" Asked Iron Fist when suddenly he was struck with a tentacle. _"__How_ dare you _ssspeak the Queen with such disssrespect! You will call her 'your highness' you worms!" _said Moon Knight. "Where is everyone?" asked Luke. _"__We had an undercover symbiote hiding with the civilains so that when the assault started it could open the upper floor windows to let more in. After that we infected all of those who were weak-willed and killed those who were not, after all we've gotta eat too! But don't worry, that Bitch MJ is still alive and uninfected and so will you… for now. Once the king, _my husband,_ Spiderman gets back from messing with Black Widow and testing a new symbiote type, you all will be sentenced accordingly!" _said Black Cat. And with that the three heroes were taken to an impromptu dungeon with each in separate cells, all thinking of a way to get out.

***_Flash Back End_***

Black Cat was woken from her reverie by the sounds of the guards letting everyone know that the king was back. Cat then stopped and stood still a moment, waiting for him. She didn't have to wait long because he landed in front of her then ran up to her and gave her a strong passionate kiss on the lips. Spiderman then said, "Sorry I was gone so long beautiful, dealing with Widow took a while. Anyway what did you need to talk to me about?" "_Its okay lover, ond I have two things I need to tell you. The first is that we have captured War Machine and Luke Cage, MaryJane, Dare Devil and Iron Fist. The second thing can wait until we are in our "private" bedchambers." _Replied Cat while stroking Spiderman's chest. "Really? Well we better not leave our "guests" waiting now shall we?" said Spiderman after which he took Cat into his embrace and then the two of them walked into the tower to deal with some loose ends.

**To Be Continued…**

**So what did you guys think? Did I do too much or too little? PLEASE READ AND REVIEW! And what do you guys think Black Cat's "surprise" is? Also, what do you want the fate to be for four heroes since MJ is gonna die, I NEVER liked her , are they going to die, become infected, or become dinner? Let know what you guys want it to be! Also LAST WARNING FOR THE POLL! IT WILL OFFICIALLY CLOSED MONDAY AND I HAVE ADDED SOME NEW CHOICES TO THE LIST. PLEASE VOTE! Also please send me suggestions for the electrovulturelings name. **

**p.s. HAIL TO THE (symbiote) KING BABY! **


	5. Chapter 4: The Man without fear has fear

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 4:The Man Without Fear has Fear**

At the prison cells...

Iron Fist, Luke Cage and Dare Devil were currently being led to a large room where they were shackled to the wall in a **X** formation. There was a few feet between, so they could not use their powers and any gadgets they might of had hidden in their wrists. After their symbiot guards left them, they looked around the room and saw **(or in Dare Devil's case "sensed") **3 other prisoners there with them. One was a large, fat, bald guy in a ruined bussiness suit; the nest was a short old man; and the last was a tall, fit man. Luke Cage and Iron Fist recognized the three of them **(not Dare Devil because hes f##$ing BLIND!)** as: Wilson Fisk (King Pin), The Tinkerer, and James Rhodes (War Machine). "Rhodes! Fisk! Tinkerer! What are you guys doing here and how!?" exclaimed Luke. The three decided amongst themselves that Fisk would explain how he and Tinkerer got here first seeing as they were here before Rhodes. "The Tinkerer and I were in his lab at my tower, trying to find another way to defeat the symbiotes because that traitor _**SPIDERMAN! **_destroyed the Tinkerer's last device. The tower was besieged by symbiotes, it looked like we were safe because the tower's electric field held up. **(Anyone who has played the game knows what I'm talking about.) **When suddenly...

***FLASH BACK***

(At Fisks Tower...)

"When suddenly the power started to go out. I ran to the window to see what was going on, it turns some electrollings were absorbing the electricity and firing back at my men. They had made a large gap in the shield to allow a smaller, new group of symbiotes to get in and destroy the generators. The new type were more flexible, feminine, and fast. **(This new type is based on Black Cat, they are much faster, flexible, and only female. They all look like Boss Symbiote Black Cat. The one with the "whip" hair.) **They were fast enough to get to them and disable them enough to allow the larger symbiotes to come in finish off the generators. They were systematically doing this while taking out my men either by killing them or infecting them. I realized that the tower was lost so I had Tinkerer get his stuff together and we tried to get to the roof where my personal chopper was waiting. We made it... too late.

When reached the roof my remaining men circled us and then... morphed to reveal symbiotes! They had left behind sleeper agents for when this happened. I was trying to think of a way out of our predicament when suddenly... a maniacal laugh sounded, one I know well...SPIDERMAN! 'Well, well, well if it isn't the head _hog _himself, the king pig-no-pin, king pin. Surrounded by wolves ready to pounce, well you know what they say: karma is a BITCH! Anyway, I do not have time to stay and _play._ So I will let my _wife_ show you where you two will be staying for the time being.' After he had said this Black Cat in her suit came up to him and asked, _'You want us to take them to the special room, eh lover.' _'Yes Cat.' replied Spiderman. '_Alright, follow us then.' _And with that Black Cat had symbiotes surrounding us escort us here.

***FLASH BACK* **

(Back in the cells...)

"And that is how we ended up here in this _filth_!" finished Fisk. Then Dare Devil asks, "How is this special?"

"Spiderman made it to specifically hold meta-humans and mutants by negating any non passive powers like your skin Cage." answered the Tinkerer.

"That is not good." Iron Fist said.

"Yeah, anyway, what about you Rhodes? How did you end up here? I thought Black Widow would have reached you and gotten you back here before now?" asked Luke.

"I was with a bunch of survivors from the shield helicarrier's crash and some civilian families. We survived for so long by rigging a bunch of boats together and stay tethered to the docks. The only ones that could tell we were there would probably be vulturelings, but we all hid whenever one was near. We stayed that way until we saw a S.H.I.E.L.D. patrol, contacted them told them our situation and had them take some of the more severely wounded back with them to base where they would get more men. Unfortunately, shortly after the time he should of reached the base we were attacked...

***FLASH BACK***

(At the docks...)

"A whole flock of vulturelings and electro-ish vulturlings were attacking. The regular ones were dropping off smaller ones while the electric ones were shooting the boats and putting holes in them. I knew we were doomed if we stayed but if we could get back to shore at least we would be able to get one of the S.H.I.E.L.D. safe zones. **(The ones from the game where you could drop off people to be picked up by patrols.) **Once we made it all hell broke loose, symbiotes were almost literally coming out of every nook and cranny then charging us. Strange thing was they left me alone and went after the others, who were quickly overwhelmed. I was being held back by two grapplers, when I heard, 'Ha! If it isn't Tinman Jr. without his clothes, have you no shame!' I looked to who was talking and realized it was Spiderman. 'If you let the others go I will come quietly.' I said. 'Hhhmmm... no deal, knock him out!' then I was knocked unconscious, but not before I people screaming in terror.

***FLASH BACK***

(Back at the cells...)

"And when I woke up I was chained to this wall, and well... you guys know the rest." finished Rhodes.

"Hell I thought the symbiotes were a pain in the ass before but now... now they are a MAJOR FUCKING PAIN IN THE ASS!" said Luke.

"Yes I know, when Venom was in charge they were more feral and wild. But now, now with Spiderman in charge they are more organized and disciplined like a professional army." said Fisk.

"Thank you! I am proud of that accomplishment."

They all turned and looked at the door and saw Spiderman and Black Cat walking in."I never knew powerful the symbiotes could be in the right hands. But enough chit chat, I'm here to deal with you all." said spiderman. "And first off is the Tinkerer, even though you have no powers your genius is enough so I won't kill you I'll just infect you!"

And with that Spiderman put his hands on the Tinkerer's chest and the black substance started to spread. The Tinkerer was freaking out and squirming, but after a minute it was over. In the Tinkerer's place was a symbiote of his height and build. "_Massster! King SSSpiderman!"_ said the creature. "Good it worked now you are to go to the labs and started on a countermeasure to make sure the symbiotes are not removed easily." said Spiderman. _"Yesss my liege!"_ and with that Symbiote Tinkerer left. Spiderman then turned to Fisk and said, "the only thing you have are your resources which will be mine now!" And with that he shoved a fist into Fisk's body, siphoning all of his knowledge: contacts, Crime lord names and locations, black market dealers, etc. When he was done Fisk was dead. "Well that's over with, hey hun? You can toss the corpse to the slashers." Spiderman said. _"As you command lover."_ Black Cat said before having some symbiotes drag the body away. Spiderman then turned to Rhodes and did the same thing: all of Tony Stark's secrets, codes, weapons, etc. Then he gave the body to the snatchers, and turned to Luke and did to him what he did to Tinkerer, infecting him. When he was done Luke Cage looked like grappler except taller, broader, and with a thicker skin. Spiderman then turned to Iron Fist and took all he knew of martial arts and icorporated it to the symbiotes for better melee skills. And with Dare Devil, Spiderman took his acrobatic skills and gave them to the smaller, more flexible symbiotes. With his work done he gave the last two bodies to the symbiotes to eat, and then he went to his room where Black Cat needed to talk to him.

They were laying on their bed, cuddling with Cat talking. "_Two things husband: 1 is we think you should have a harem. Listen first, get Black Widow and you gain all of S.H.I.E.L.D.'s secrets. Next you should try to get X-23, because if you can get her on your side she might be able to convince Logan to also. Then try She-Hulk, you get her you can probably get her cousin the Hulk too. Invisible Woman, get her and we get her brother and the Thing. Ms. Marvel, get her and you get the Avenger's secrets. And lastly, Jean Grey, get her and you gain the power of the Pheonix Force on your side." _When she finished talking Spiderman asked, "Cat! Your willing to share?!" _"To make you more powerful then yes. And besides, think of all the kinkieness and debauchery we could get into."_ Black Cat said smirking. "If it's okay with you Hun then it's okay with me. Anyway, what was the other thing you wanted to tell me?" asked Spiderman.

Black Cat smiled her sexy smile and moved Spiderman's hand on to her stomach with her hands on top and said, "_We would like a __**child**__ so that you have an heir!"_ Time froze, Spiderman went stiff on the bed trying to understand what she just said. "W-What! I-I mean are you sure? Because thats a pretty tall order, not that I don't want a child far from it. But are you sure?" he said. "_Yes! We want this more than anything other than you! Also in case us taking over the world we can escape to another dimension and live together like a family!" _She said excitedly. "Well then if thats what you want then who am I to say no." he said. And with that they started making out passionately while rolling on the bed. It was gonna be a long night...

**To be Continued**

**Another chapter done! I will make lemons but I make a separate "story" that will be all of this story's lemons. I am now taking suggestions for a name for the baby, if its a boy or a girl, and if there are twins or not. I also need a name for the electrovultureling and the new Black Cat like symbiotes. **

**The Harem Poll has ended, results:**

**1. Black Widow**

**2. Ms. Marvel**

**3. Invisible Woman**

**4. She-Hulk**

**5. Jean Grey/Dark Pheonix**

**along with Black Cat as the alpha harem sister, and X-23 as number 7.**

**I have also started another story called Darkwatch: story retelling. And I also have a poll for it right now. If anyone has any questions, etc. I will be happy to answer them. PLEASE READ AND REVIEW!:)**


	6. AN

**Here is a list of characters so far and their status, it will be updated every couple of chapters.**

**Symbiote Conquest Characters so far:**

**Black Cat**: Alive, Evil, Queen, Alpha Harem Sister, married to Spiderman, Infected.

**Spiderman**: King, Alive, Evil, has harem, Married to Black Cat, Infected.

**Black Widow**: Alive, Soon to become evil and a harem sister, Spy.

**War Machine: **Dead (Chapter 4)

**Hammerhead**: Dead (chapter 2)

**Rhino**: Alive, Infected.

**Electro**: Alive, Infected.

**Vulture**: Alive, Infected.

**King Pin**: Dead (chapter 4)

**Tinkerer**: Alive, Infected.

**Venom**: Dead (prestory)

**Carnage**: Dead (prestory)

**Dare Devil**: Dead (chapter 4)

**Luke Cage**: Alive, Infected.

**Iron Fist**: Dead (chapter 4 )

**Mary Jane**: Dead (chapter )

**Moon Knight**: Alive, Infected.

**Invisible Woman: **Alive, Infected, Harem sister.

**She-Hulk:** Alive, Infected, Harem sister.

**X-23: **Alive, Infected, Harem sister.

**Ms. Marvel: **Alive, Infected, Harem sister.

**Jean Grey: **Alive, Infected, Harem sister.


	7. Chapter 5: Widow Maker

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 5: Widow Maker**

In Spiderman's private quarters...

After a very, very long night; Spiderman woke up. His and Cat's symbiotes were "bonded" together in a coccoon like thing, with Spiderman on his back Black Cat on top of him. When he tried to move, he realized he was still "in" her, which caused her to wake up. "Mmmm... not that thisn't a beautiful "view", but we need to deal with Black Widow. Then we can continue this the entire two weeks of our honeymoon." said Spiderman.

" Uuhhh... but your so 'filling' and we feel so 'empty' without you." said Black Cat, "fine! But we are going to do this again soon." And with that their symbiotes separated and they cleaned themselves up from last nights "activities".

A little while later in the strategy room, Spiderman was meeting with his lieutenants. "With Stark Tower taken and most of the S.H.I.E.L.D. forces destroyed. That only leaves us with three problems left: Black Widow and her men, the Fantastic Four, and getting off this island. Tinkerer, have figured out a way to get off this island?" Spiderman asked. "Yes your Majesty. If we use the aircraft personnel carriers **(apc)**, vulturelings for carrying, and if we can capture the last bridge still intact; we can do it swiftly before any retaliation." answered Tinkerer.

"Widow has the last remnants of the S.H.I.E.L.D. forces except for the few guarding the bridge." reported Moon Knight.

"Hhmmm... and where is she now?" asked Spiderman

"In Times Square, where she has made temporary fortifications so she can buy time to contact Fury." answered Vulture **(He looks like he did in the game)**.

"Okay, this is what we are going to do: Vulture, take flock of vulturelings and elctrovulturelings and head to Ryker's Island and infect all the prisoners. If they have too strong a will, copy their powers and knowledge then kill them. Moon Knight, you will take a small force and take out the last few patrols that are still operating. Luke Cage, **(Luke looks like a Brawler symbiote, but taller and with a LC in the middle of his waist where his belt would be.) **take another force to the bridge and capture it. Then start sending troops over then have start 'disappearing' into the crowds. Rhino will come with me and Black Cat to deal with Widow, who I want _alive _I have plans for her. Then Cat and I will head to the Baxter Building where Electro will be waiting for us. Electro will create a mini emp blast that will deactivate every thing in the building, allowing some _infection symbiotes _**(They are the symbiote equivalent of a Flood infection form or a xenomorph facehugger)** to get in and infect the Fantastic Four when they return home. Try to get Invisible Woman and the Human Torch first and then theThing, kill Mr. Fantastic after copying his powers and knowledge. After that we will leave this island, disappear for a while, and try to get symbiotes into positions where they can infect Iron Man and kill Dr. Doom, Charles Xavier, Magneto, Captain America, Mandarin, MODOK, Green Goblin/Norman Osborn, Black Panther and The Leader. They are the most strong willed, smartest and most likely to be able to pull a coup detat on me. The Tinkerer will be working on two secret projects at home base. Everyone has their assignments so roll out!" **(LOL)** said Spiderman. "Sir yes sir!" They yelled before they left to do their assignments.

Ryker's Island...

A guard was making his rounds on walls when he heard a_ *swoosh* _sound behind him. He turned around and saw nothing, he heard the same thing again and still saw nothing. He then turned out to sea and saw a bunch of strange shapes coming to him. When he finally realized what was happening he saw a spike pierce his stomach and died. **(Part of a vultureling's wing, like the Queen of Blades' wings.) **Vulture saw this and said, "Take out the guards on the walls, in the towers, release the prisoners and destroy the communication tower. The rest of you, drop your loads and start attacking!" And with that the vulturelings that were carrying smaller symbiotes dropped them off in the courtyards then started to attack. While the electrovulturelings **(I still have no idea what to call them or the black cat symbiotes, PLEASE HELP!)** started shooting the guards in the towers and the control panels for the cells. It was mass chaos: the guards were trying to fight the symbiotes and the prisoners; the symbiotes were destroying, infecting and killing everything insight, and the prisoners were trying to escape. Vulture saw this and thought it was good...

At the same time at the bridge...

"Where are those damn reinforcements! There are too many of them, we're about to be overrun. Jenkins?! Corporal Jenkins where are you!?" yelled the bridge captain, while trying to fight off a brawler. He looked around and saw his men going down right and left, there were too many of the damn things. He consentrated on the one in front him, he dodged its swings, ran under it and swung the barrel of his rifle into its face and said, "Yippie-Ki-Ya Mother Fucker!" and then unloaded a clip into its face, killing it. Before he could do anything he felt a punch into his back, causing him to fall. The last thing sgt. Moore ever saw was a super powered stomp in the face. Luke Cage looked around and saw that the bridge was just about their's, soon he will have it and give it to his master, _Spiderman_...

In the streets...

*boom**crash**screams* 'Another patrol down, that makes it three down and five to go. Soon, all that will be left is Widow's encampment and the Baxter Building.' thought Moon Knight as his squad and him finish destroying a patrol. With the roaming patrols taken out that is less men for Widow and more men for the symbiotes. "Now let us move on to the last two and regroup with his Highness!" he yelled to his symbiotes. They then headed further down the street to the next patrol stop...

With Black Widow...

She was having a very bad day, first her men were ambushed by a symbiote Hammer Head, they finally reach where War Machine was supposed to be and he's not there nor is anyone else. She tried to contact base and got only static, she then tried Fisk and got the same thing. She tried to get back to base but was ambushed in Times Square and is forced to stay there because the other streets were blocked with too much debris. Everytime they send men to try and remove it, they lose contact. She is now down to 50 men, and 4 PCVs, so they have to dig in and try to survive. She knew that if she doesnt't make her daily report to Fury, he'll send men to investigate. But now she and her men are being beseiged _again _and by a larger force than usuall.

Little did she know that today would be her last day being "free" and "human". The symbiotes were ruthless, with hammer symbiotes trying to break through and succeeding. Vulturelings dropping off smaller symbiotes and electrovulturelings shooting from the air, it didn't take long to be overrun. Widow was getting ready to fie when suddenly she heard, "A fort just for me! aaww you shouldn't have and its not even my birthday yet!" Black Widow turned and saw Spiderman walking toward her with the symbiotes parting and bowing down to him. "You don't have to die you know, all you have to do is submit." he said, "NEVER!" yelled Widow as she whipped out a pistol and was about to shoot herself when took the gun out with his webbing. Then he webbed her hands and feet together then walked up to her and... kissed her? Rather passionately to, end then his suit started wrapping itself around her, coccooning her for a second. When she was finally released she looked very different: she was wearing a symbiote like Black Cat's except balck and red and with the black widow symbol where a belt buckle would be. She looked at Spiderman, bowed and said, "My lord, my love, Spiderman. We will do your bidding no matter what it be." "Rise, you are no ordinary symbiote, my darling Natasha. But you are one of my wives, who are going to rule beside me, be the mothers of my children, and help me defeat my enemies. Now, follow Black Cat back to base and she will show you what to do while I am dealing with the Fantastic Four." Spiderman said to her. She then followed Cat back to Stark Tower where she will be told what will be expected of her.

Spiderman then received word that Ryker's Island, the bridge, and the patrols have been delt. Also that Tinkerer has finished 1 of his projects already. Spiderman then turned toward the Baxter Building and thought, '2 wives down, 5 to go. Next up: Invisible Woman and then FREEDOM!'...

To Be Continued...

**Finally another chapter down, can anyone guess what the Tinkerer's 2 projects are? Also the winner of the poll for the gender of Spiderman's and Blck Cat's baby is: A BOY! Now all I need is a name for him, I m willing to take suggestions the same for the electrovulturelings and the black catlings. Please let me know what you guys think, I am willing to take criticism but ONLY CREATIVE CRITICISM! Anyway, Please READ and REVIEW!**


	8. Chapter 6: Fantastic 4-1

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 6: Fantastic 4-1**

At the Baxter Building...

Spiderman landed on the roof of a building in front of where the Fantastic 4 were based: the Baxter Building. He walked over to Electro and asked, "Have you made any progress getting in yet?" "Yes Master**, **but only to the floor below their apartment. Their security system has taken out too many troops, and all the entrances are blocked." Answered Electro.

Spiderman then started thinking, 'Hhhmmm... We can't force our way in, we'd lose too many troops if we force our way through to the security system. Its still operational because it is on a separate power grid than the rest of the city... Thats it! A powerful enough E.M.P. blast would fry the circuitry so we can gain access!'

"Electro! Send a courier back to base and find the Tinkerer, he should have a special item for us. While thats happening, you will try to make a consentrated emp blast to deactivate the security defense systems. Understand?!" Spiderman ordered. "Yes Master! You! You heard his Highness, get going!" answered Electro, then a vultureling took off back to Stark Tower.

Mean while, back at Spiderman's private quarters...

Black Cat was having a "chat" about the "rules" to being a mistress. "And this is the private quarters, the room to the left is the bathroom and shower. The room next to it leads to a very large pool and jacuzzi. The room directly ahead is the master bedroom, this where you, and us and all the other mistresses are going to sleep." Natasha looked at Cat with a wierd look, "There are more mistresses? Who? When? Where?" she asked. "Yes, there are to be 5 more besides us: Invisible Woman, X-23, She-Hulk, Jean Grey, and Ms. Marvel. We shall be the "alpha" sister, _we _will be in charge of the rest of the sisters when the master is absent. **(Kind of like how it was in Overlord 2) **Although _we've_ gotta say, he's hell in the sack and won't have a problem satisfying us." Black Cat replied.

"Spiderman and _us_ are married already, so once we escape this island we will have our honeymoon. Then we will get back to conquest and show these _pitiful humans_ who their _betters are_!" said Black Cat while walking over to her "throne" and sitting down.

At the Baxter Building later...

_"Here Massster! The devissse from the Tinkerer, he ssaysss that all you have to do isss pull the pin and throw." _ reported the vultureling courier to Spiderman after returning. "Good, now all thats left is for us to do is for Electro to set off an emp pulse. Is it ready yet Electro?" said Spiderman.

"Yes Master, _we _have everything in place, just waiting for your command." answered Electro.

"Good so do it." said Spiderman. Electro then got onto the roof, put his claws together and started to generate electricity. Slowly at first but it started to get bigger and bigger until it was the size of the appartments **(Think of the electrical force fields that Symbiote Electro used in his fight.)**, then Electro released the energy and... *swoosh* the electrical energy was released started going throught the building. The energy swept through the building, frying the circuitry of every electronic device inside, including the security system that the Fantastic 4 used.

After a few minutes passed Spiderman sent a slasher to see if it worked, the slasher returned saying it did and that they could getin now. And with that, Spiderman had a bunch of symbiotes hide in the apartment, rigged some really strong knockout gas and got ready for the Fantstic 4 to return in an hour from another dimension.

1 Hour later...

A tear/crack appeared in the middle of the Fantastic 4's apartment, which widened large enough to allow 4 people through. "It was a great idea to go on a pick-nick with our other selves, it was funny watching both Johnnys trying to out do each other." said a blonde haired woman wearing sexy, form-fitting blue suit witha number 4 on it. Susan "Sue" Storm a.k.a. Invisible Woman. "I know, but it was also good to know that the other me had as much trouble with his Johnny as I do!" said a big, orange, gravel looking version of the Hulk. Ben Grimm a.k.a. The Thing. Two more followed them, Johnny Storm a.k.a. Human Torch and Reed Richards a.k.a. Mr. Fantastic.

While the four of them were talking, a symbiote hidden in the room telepathicly reported to his master, "_Massster! The Fantassstic 4 have arrived!" _"Right on time! Now activate the knock out gas!" replied Spiderman. And with that, an oderless gas started seeping into the room, making the 4 heros sleepy.

"I don't know about you guys but I'm ti-" *crash* The Thing falls face first into the floor into a deep sleep. He was soon followed by Johnny, then Susan, and finally Mr. Fantastic. After waiting a few minutes to make sure the gas worked, the symbiotes came out of hiding and infected Johnny, Sue, and Ben. While the other symbiotes put a null-collar on Mr. Fantastic and dragged him away. **(The null-collar nullifies all abilities a person has, I got the idea from an episode of Young Justice.)**

Currently outside the building...

_"Massster! It was a success! The Fire one, Rock one, and Invisssible one are now infected and yours to command!" _a symbiote reported. "Good! Now I can make a new fire type symbiote and spread the fire immunity to the rest of the symbiotes! That only leaves sound and any people left smart enough to be able to make an antidote as possible threats. I'll had down to meet Reed while you go get Susan and bring her down to me." said Spiderman. And it was done, Spiderman entered the dungeons to see Mr. Fantastic chained to the wall like past prisoners. "Where am I and where is everyone!" he asked. "Your in a dungeon cell and your my prisoner. And for where everyone else is... weellll..." Reed looked around and saw Spiderman wearing a black suit and saw Susan step into the light wearing a more "revealing and fleshy" version of her unform. "Sue! Spiderman! What's going on here!" he asked.** "**_**SILENCE CUR! How dare to our beloved lord and master!" **_yelled Susan. "Don't mind him Babe, he will learn soon enough who's in charge here. In fact, why don't _**you remind him**_ and let _**him**_ get _**reaquainted**_ with the _**new you**_." Spiderman to Susan. _"What a __**wonderful idea**__ lover!"_ She said, then she went to "town" on Mr. Fantastic. 'Now with that taken care of, all that is left to do is to leave. Which I'll do in the morning, after I get _reacquainted _with the new Black Widow and Invisible Woman.' And with that he led Susan upstairs to his private quarters where Felicia and Natasha were waiting... he was in for a long night...

**To be Continued...**

**Finally Done! Sorry for the delay, school has been hell. Any way, another hero dead, 3 more infected, another weakness erased, another mistress added, whats next? The name of the symbiote type based off of Human Torch will be flamelings. They will look like fire colored slashers, they will have all the powers of both Spiderman and the Human Torch, and they will have flame shaped things jetting out from their bodies like the electrolings' "Electro spikes". Please READ AND REVIEW! If anyone has any questions or suggestions for the story, I'm willingto listen. Also, I need ideas for the names of Spiderman and Black Cat's baby boy, the electrovulturelings and black catlings. Please stay tuned! **

**P.S. : I have also put up challenges on my profile to try.**


	9. AN 2

**Author's Note**

Sorry but this isn't a chapter. Because of how the next chapter is going to progress, **I REALLY NEED IDEAS FOR NAMES OF SPIDERMAN AND BLACK CAT'S NEW SECRET IDENTITIES, **_their real names can't be used for their honeymoon._ I can't continue until they have one, SORRY! I also need names for their baby boy, the electrovulturelings and black catlings. Please PM me or something! while I'm waiting I'll try to work on the next chapter.

P.S. I also created some story challenges on my profile for anyone to try. Just let me know when you do, I'd like to read them. Also, I have other story ideas but I need a partner; someone who is very knowledgable in the Rosario+Vampire universe. Because I don't know jack about it except for wikipedia and fan stories.


	10. Chapter 7: Free at Last

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 7: Freedom**

At Spiderman's private quarters...

After a long night of "activities" and getting "reacquainted" with Susan Storm and Natasha Romanov, Spiderman wakes up with 3 naked gorgeous women: the blonde beauty Susan Storm on his left, the Russian red head Natasha Romanov to the right, and platinum blonde Felicia Parker (Hardey) on top. He was thinking about the baby and what their next move would be. 'Hhhmmm... that'll work.' "Hey hun?"

"Mmmm..." Cat responded without opening up her eyes. "I've com up with a name for the baby, Ben Riley. What do you think" Spiderman asked her.

"We love it Darling. Oh! This now means we can leave and have our honeymoon before we take over the world." Cat asked while looking into Spiderman's eyes with longing.

"I don't know... only good girls go to resorts, are you a good girl?" Spiderman said teasingly. "No we've been a _bad girl_, a _very bad girl_ and need to be _punished! _And we love it!" she replied just as much.

"I know you do and so do I, but to answer your question it is yes we can. We'll leave the city today and disappear for a week then reappear at a Carribean resort where we will stay for two weeks before getting back to work. During that time we will have Natasha return to S.H.I.E.L.D. and use her clearance to steal secrets, obtain resources, make sleeper agents in there and take out Nick Fury and other top secret loactions. Our forces will split in half, half to fortify the island and surrounding areas. And half to spread across the world and infiltrate key groups and take out targets. **(groups such as A.I.M., Hydra, Sword, etc. Kind of like what the Skrull did in **_**Secret Invasion**_**.)**

Susan will try and get in contact with She-Hulk and try set up a 'meeting' so we can 'persuade' her to join us. Which will result hopefully in her being able to get her cousin the Hulk on our side without having to fight him. When all of this is done that will only leave the Avengers, Norman Osborne, Dr. Doom, Doctor Strange, Charles Xavier, M.O.D.O.K. and Doc Ock left that can pose a threat." Spiderman explained. "Well anyways time to get up."

Time skip...

"Does everyone know their orders?" Spiderman asked his lieutenants, they were at the bridge that led to the mainland. "Yes master. We are to fortify the island and the surrounding mainland." replied Luke Cage. "We are to go to S.H.I.E.L.D. and infiltrate it." said Widow. "We are to spread across the world, infiltrating and eliminating threats." Moon Knight said. "We are to find She-Hulk and turn her and her cousin." Susan Storm said. "Good, while you are all doing that Black Cat and I will be on our honeymoon for 2 weeks. Then we will return to start the next step to my plan. Now Diamissed!" Spiderman ordered. "Sir! Yes Sir!" thay replied and with that they dispersed to begin their tasks. Spiderman now looked into the coming dawn and thought, 'Free at Last!'...

To Be Continued...

**Hey Guys! Sorry for the wait! I've been very busy with school lately and I had writer's block. I'm alsosorry for the short chapter but I don't know where to go next, would you like me to do the honeymoon or skip it and continue onto the next step. **

** Also who would you like me to go after next: Avengers, S.H.I.E.L.D. HQ, X-Men, etc. The name Ben Riley was suggested by fanfic member ****NeoTyson****. I still need names for electrovulturelings and black catlings, I have received a few suggestions but I want to wait until I have more before anything is final. Please read and Review!**

**ps.: ****I am looking for a co-author to help me with some crossover story ideas I have because I don't know anything about Rosario+Vampire and World of Warcraft besides the few fanfics I have read. If any one is interested please let me know.**


	11. Chapter 8: Highschool Reunion

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story. If I did, I would kill Mary Jane and have Black Cat and Spiderman marry.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 8: 'Uncanny' Reunion**

One month after chapter 7, in the suburbs on the outskirts of Bayville... **(The version of the x-men that I'm using is x-men evolution. And I think they lived in Bayville.)**

Felicia "Harvey" Parker was on her way home from a doctor's appointment to her "home" and her husband Peter "Spiderman" Parker. They had "borrowed" the house from an elderly couple, **(and by borrowed I mean killed them and had 2 symbiotes shapeshift into them and gave Peter and Felicia the house. The house looks like Peter's Aunt May's home is supposed to look like from the comics.) **and had just recently returned from their honeymoon.

Felicia arrived at the house and walked into the living room where peter was watching the news. _*Breaking News!* It has been 2 months since any communications with New York City ceased and travel to and from have stopped. It is currently unknown what happened and why, only that what ever it is is spreading. One month ago the areas around the island were still active and reported seeing strange creatures across the river. But shortly after that we lost contact with them too, so we sent a crew to investigate and when they arrived, they saw this,:_ Buildings, streets, cars, they were all covered in some kind of black slimy surface that was creeping further and further inland. **(Kind of like the creep the the Zerg use to build on from Star Craft combined with the stuff you see in the Spiderman game.) **The crew continued on until they heard a strange moan, they then run toward the noise and see a person standing in the middle of the road. The reporter went up to the person to ask what happened, when he got there the person turned around and moaned. The creature was purple, no mouth, gaping bright purple holes where the eyes should be and 6 'spikes' on its head. **(An electroling-ish zombie)** It grabs the reporter 'blows up', sending a purple, electrical wave out. Frying the reporter, his crew and their camera; stopping the live feed. _As you can see, whatever this is turning people into strange creatures and is spreading. To try and halt this thing, S.H.I.E.L.D. has set up barricades and outposts around the areas. The government is asking people to evacuate the surrounding areas and relocate...*_

At this point Peter shut off the tv and turned to Felicia. "It looks like we are going to need to speed up our plans before they start sending in the heavy hitters. Widow has reported that if S.H.I.E.L.D. can't contain the 'infection' the military are going to send in nukes to take care of it. Even I don't think we can survive a nuclear strike without horrible losses. So I've contacted Moon Knight and told him expand close to the barricades then stop and fortify all the ground we covered.

Widow also said she has sleeper agents in all the departments of S.H.I.E.L.D., the military, governments around the world, Hydra, A.I.M. and the metahuman prisons. The reason why we're here is because the X-Men live here and that there have been sightings of Wolverine around here. I figure that if we kill Charles Xavier and infect Jean-Grey, there'd be no telepaths strong enough to help free the infected. And if we can infect most of the students, Jean, and Laura; we can use them to convince Wolverine to work for us. He's too powerful an asset to lose and I'm sure there are some people he'd like to get revenge on. Any ways how was the doctors"

"Good, they just confirmed what_ we_ expected; _**we're **_**pregnant lover and with a boy!** They said that _we're _about 1 month along and that everything is going all right." Replied Felicia. Spiderman then jumped up and gave his wife a strong hug and a passionate kiss.

"This changes things, we are going to move our plan ahead even more. We're going to have to set up a secret base for you to hide in when you start to show. Our enemies can't find out about this, they would do everything in their power to either kill you two or capture the baby to experiment on. So, when you start to really show you will have stay at our base. I'll inform Widow, Sue, and Moon Knight about this. Widow will give us a location for a hidden base, Sue will help take care of you when the time comes, and Moon Knight will protect you and the baby until I can return. Ok?" Said Spiderman.

"Yes lover." Replied Felicia.

"Now back to business, we will send in a squad to infect the powerful mutants and kill Charles Xavier. The main mutants I want infected are Storm, X-23, Night Crawler, Shadow Cat, Colossus, Jean Grey, Ice Man. I want Beast dead after copying his knowledge and Rogue dead after copying her powers. With Beast, Rogue, Cyclops, and Professor X dead and Storm, Wolverine and Jean our side. The only Mutants we will have to worry about are Mystique and Magneto, take them out and there would be no one left to lead the mutants." Explained Spiderman.

"Brilliant plan Darling! Who is in charge of the infiltration team? And when are we to begin?" Asked Black Cat.

"I was thinking of sending in you and your felines** (The official name of the black catlings until I receive a better alternative.)** to the X-Mansion under the cover of darkness and take them out. Before that though, I'm going to send in sleeper symbiotes **(symbiotes hidden inside of civilians like in the game at the beginning of the infection with the Venom boss fight.) **to take some of them out on their way to and from school. The remaining mutants will be yours to deal with until I send in a swarm **(A **_**swarm **_**is like a battalion made up of every symbiote type to hit-and-run, overwhelm and kill an enemy. A **_**horde**_ **is 3 times the size of a swarm and is used to just destroy everything in its path.) **to back you up and deal with those that are too difficult for you to handle. When we're done with them we are going to turn the mansion into a command center for us for the area. Then start taking over Bayville and the surrounding areas like we did with New York City." Said Spiderman before he sent a telepathic message out a swarm of symbiotes he had hiding nearby. 'I guess it's time for a 'highschool' reunion!'

Time skip: 2 days later on the way to school…

"So still no word from Logan?" asked a red head girl, Jean Grey; to a shorter, feral looking, dark haired girl, X-23 or Laura.

"No, not since that last call that there was a symbiote infestation in New York City and he was staying to help S.H.I.E.L.D. deal with the creatures and try to rescue survivors. But my instincts are telling me something very bad has happened to him, that and the dreams I've been having lately." Said Laura, thinking back to a recent dream where she was on top an old looking church. She was fighting a bunch of strange slimy monsters that were climbing the walls of the church and trying to break into the church. **(What is being described is the mission from the game where you had to protect a church with Wolverine from symbiotes. Except this is from Wolverine's point of view, Laura is having a 'vision' of what has happened to Logan but only bits and pieces.) **

While this was going on the girls were being watched, _'theressss ssssomme mutantsss for the MASSSSSTER!' _the person thought. The guy then walked up behind the two, put his hands on their shoulders and shocked them, knocking them unconscious. Then a black, slimy exterior covered the man turning him into an electroling. The electroling then signaled some grappler symbiotes and had them carry the two girls away back to their temporary base.

Time Skip: Later that day…

"Hey Scott? Have you seen Jean or Laura? They weren't in any of our classes today and I know Jean would never play hooky." Asked a boy with blue hair, Kurt Wagner a.k.a. Night Crawler.

"No I haven't seen either of them today since we left the mansion this morning. And your right, Jean would never miss a day of school unless she had a good reason, even then she would have let us know about it." Scott answered. The two of them were walking home with Rogue, Shadow Cat and Ice man.

"That reminds me, I have to go to the library for some research for a class. I'll see you guys later!" said Kitty. She then turned to the left and hurried down the street to the library before it closes for the weekend.

When Kitty reached the library the doors were locked and the lights were off, even though the place does not close for another two hours. She tried knocking on the doors and yelling but no response. Sighing she then started to walk home, little did she know she was being followed by the same "man" that got Laura and Jean. He then did the same thing as he did last time, shocking her. _'Toooooo eeeaasssssyyyyy.' _

Time Skip: Later that night at the mansion…

"Do you now see Professor, not only were Jean and Laura not at school but Kitty hasn't returned from the library, and it closed 2 hours ago! She even the Twilight movie marathon she's been waiting all week for." Said Scott. He was in the Professor's office, worried, pacing and starting to leave a rut in the floor.

"I know Scott but I haven't been able to find them with Cerebro, but it is like they are being shielded from any attempt to find them." Explained the professor, he too, like Scott is worried for the three girls. "If the girls don't show up by morning, we'll send a search party out for them." And with that they all went to bed, unaware of the nightmare about to be unleashed.

Time Skip: Midnight that night…

After everyone had gone to sleep, a 10 men squad climbed over the property walls. Silently, quickly, and with cat-like reflexes; Black Cat and her squad were creeping across the mansion grounds all the way up to the building. With telepathic communication, the symbiotes received their orders and spread out looking for their targets. One went and cut the power for the building, another went and sabotaged the X-jet, and the rest took their places. Black Cat made to the Professor's room and slipped quietly in. She morphed her hand into a blade **(Just like Carnage can or the 2****nd**** Terminator.) **and checked to see if the rest of her men were in position, because they knew that when she killed the professor, a telepathic screech would be released waking everyone up. They were: 1 in Colossus's room, 1 in Rogue's room, 2 with Scott and Kurt, 1 Storm and the rest with Hank. And with that Black Cat plunged her blade into Charles's heart, sending a telepathic shockwave waking everyone up.

With Colossus, he sat straight up with a splitting migraine. He looked in front of him and saw a female symbiote **(A black catling, I still don't have good name for them. They look like the symbiote black cat boss fight, they are all females, and are used for assassinations and stealth missions.) **giving him a 'bear hug' with its symbiote starting to spread all over him. "No no no no no no no no no…." yelled Colossus. In the room next to him, Scott and Kurt were doing only slightly better. Because of the sudden pain, Scott reflexively activated his power, hitting the symbiote about to kill him at full blast, point-blank range right in the face! **(OUCH! LOL )** This severed the creature's head in half, Scott then looked to the left to see Kurt being covered in a pile of black ooze like stuff. Kurt was not able to 'poof/blink' away because the creature had put a special bracelet on him the shuts off his powers. **(Like a mutant slave collar except smaller, easier to carry and hide, and can only be taken off by a symbiote.) **"Kurt!" screamed Scott as he blasted the symbiote off of Kurt and through the window. Scott then ran over to Kurt who was covered head to toe in black ooze. Scott tried to get the stuff off, but nothing was working. Eventually the stuff stopped moving and solidified, and Scott stab thru his left shoulder. It was the end of Kurt's tail, except of looking blue with an arrow head like tip it was long, black, bony/scaly, with a blade like tip. **(Kurt now looks like a xenomorph from alien vs predator except with a symbiote/human-ish head.) **

"Aaaww!" Scott screamed in pain, "Kurt! What is going on with you?!" The thing that was Kkurt got up, opened its mouth showing lots of sharp teeth, and talked. "_Vhere is no more Kurt, vhere is only us! Night Crawler!"_ And with that, Night Crawler withdrew the tip of his tail and was readying for another strike. But before he could strike, Scott punched him in the face, rolled of the bed, grabbed his special visor **(I do not know what it is called.) **and ran out into the hallway. Once there he saw other people trying to fight off the creatures and infected friends. There were a few corpses on the ground: Gambit, Rogue, Beast, and a combination of the creatures and other students. A few of the mutants were making a stand and doing well: Storm, Iceman, Magma, Multiple Man, and Scott.

"What the HELL ARE THESE THINGS!" shouted Iceman.

"I don't know but they killed the Professor and others!" answered Storm.

_"__Rraawwwrrrr!"_ the survivors turned around and saw what used to be Colossus. He was now dark, with spikes on his shoulders and claws. **(He looks just like what dark colossus did from the game Marvel Ultimate Alliance during the cinematic with Dr. Doom.) **

"OH SHIT!" they all screamed before hittingColossus with their powers. Storm was zapping him with lightning, Scott used his laser eyes, Iceman started shooting ice shards, Magma was throwing fireballs, and Multiple Man was sending an army of clones to keep hitting him. For a while it looked like they would make it before they heard a familiar 'poof' sound. It was Night Crawler, he was still infected! He kept moving until they lost sight of him, until Storm heard a raspy German accent voice behind her. _"__Our Preciousssss!" _**(LOL)** He then grabbed her and blinked away, with one down and the last adult was gone. The few survivors tried to make it to the main lobby but two people appeared out of nowhere and blocked them. They tried to get through but Iceman was being phased through the floor until he disappeared, and then one of the people in front of them raised its hand and they all couldn't move. Then they were surrounded by the creatures, Magma was incased in the symbiote webbing along with Multiple Man, Leaving only Scott left. The person with the raised hand walked closer until Scott could actually see who it was and when he did he almost shit himself!

"Je-annn?" He croaked before the person smiled and turned her raised hand into a fist. That was the last thing Scott Summers a.k.a. Cyclops ever saw. And with his death, the X-Men were no more….

To Be Continued…

**Sorry with the delay! Schools been hell for me the past few weeks. I hope this long chapter makes it up to you. I have put up a new poll about what my next story should be about. I already have a basic prologue ready for all of them. Please read and review!**

**p.s.: I got Halo 4, AWESOME GAME! But I AM PISSED AT THE ENDING! those who agree give me a shout!**


	12. AN 3

**Symbiote Coquest: Symbiote Types**

**Grappler:** Big, 'clingy', brawler fighters, powers of Venom and dark red-purple.

**Slasher:** Small, fast, vicious, has powers of Venom, used for hit and run. Looks short and white with blue streaks.

**Electroling:** Regular sized, powers of Electro and Venom, annoying at long range, electrical energy absorbers and range support. Looks purple, with a big purple energy ball where his face should be, and has 'spikes' framing his head.

**Vultreling:** Regular sized, powers of both Vulture and Venom, fast, always travels in flocks, air support. Looks white with large bone like wings.

**Zombie:** Slow, stupid, just like undead zombies, cannon fodder. Looks human sized, white with no mouth and black holes where the eyes should be.

**Snatcher: **Just like slashers except for abductions. Looks blue with white streaks.

**Berzerker: **Just like Grapplers,except red, bigger, tank role.

**Flameling:**regular sized, powers of Human Torch and Venom, fire absorbtion, building clearers. Looks:: like symbiote Electro except flame red, and with flame shaped spikes instead bolt shaped.

**Electrovultureling: **Regular sized, powers of Venom, Vulture, and Electro, used for ranged air support. Looks: imagine an electroling with wings, white streaks, and talon like hands.

**Black Catling: **Fast, feminine, powers of Black and Venom, run up walls in short bursts, assassintaion and stealth. Looks: just like symbiote Black Cat.

**Chargers:** Bigger than berzerkers, powers of Rhino, Venom, and Hammer Head, super tanks and line breakers. Looks: twice the size of a berzerker, red, rhino horns.

**Kamikazes: **Like zombies, blow up causing a 15 ft. blast radius but with diffeent types:

1. Electro: purple zombies with electroling spikes on head. Causes an electrical blast that works like an EMP but also lethal to non symbiotes.

2. Flame: flame red zombies with flame shaped spikes on head. Causes a blast just like an incendary grenade but more powerful.

There will be updates, that will add new types and or replacement names for current types. Please send suggestions for** black catlings and electrovulturelings**.


	13. AN 4

**Author's Note**

Hello everyone! Sorry with the large breaks between chapters. I would just like to ask where people would like Spiderman to attack next? and should he only take over North America and Middle America. I also need suggestions for names for **Electrovulturelings ****and ****Black Catlings!** I also put up a poll for what my next story should be about, I already have the prologues set and ready for print. I just need a final decision on it, and I need some one to send me some basic information of the Rosario+Vampire universe. Please read and review my chapters and let me know how I am doing and what I should change. Also, don't forget to vote!


	14. Chapter 9: Avengers! Dissamble!

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story. If I did, I would kill Mary Jane and have Black Cat and Spiderman marry.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 8: Avengers Disassemble!**

Morning after the attack at the X-Mansion…

Spiderman arrived to the mansion grounds, what he saw was a large corpse pile in the middle of the lawn and a badly damaged house. His symbiote troops were everywhere; some on guard duty, the rest were dragging out corpses and throwing them onto the pile. Spiderman walked into the mansion, he then started to look for Black Cat to get a damage report and because he something very important to tell her.

When he stepped inside he saw blood stained floors and walls, broken down doors and windows, scorch marks and hole on the walls. He then went up to one of his men and asked where Black Cat was. The symbiote said that she was in the master bedroom resting from the siege. Spiderman went to that room and saw his wife lying down and thought, 'God she is beautiful! What did a guy like do to deserve such a beautiful wife! The other 4included also.'

He walked over to her and woke her up and asked how things went. "Good, better than we expected actually. Once we had my squad position themselves to start the infesting as soon as we killed the Professor. We did lose a few because of their targets waking up and activating their powers at point-blank range like what happened with Cyclops. We also had wounded but a majority of the losses were on the Mutants' side." Reported Black Cat who was curling and uncurling just like her namesake's species. **(Anyone with a cat know what I'm talking about, how cats can curl up into a ball to sleep.)**

"Good, any way I have some important news about our unborn child." Said Spiderman while holding his wife close to him and held a hand on her belly. "It turns out that the symbiote affected my sperm so the child will be born part symbiote. He will have both of our powers and the abilities of a symbiote. **(Meaning he will have organic webbing, spider sense, super strength and flexibility and etc, wall-crawling, Bad luck powers (as in the power to cause bad luck to his enemies in battle and gambling ) the effects of the super soldier serum that Felicia took, and a symbiote 'powers' (think Alex Mercer from Prototype with both Spiderman and Black Cat's powers.)) **The gestation is sped up so instead of 9 months it is 4.5 months and is born with all of the parents' knowledge. **(Like how when Carnage was created he had all of Venom's knowledge.)** The child will also be able to create his own symbiotes like me so that whoever he takes as his wife will have one."

After Spiderman explained this Black Cat took a minute to understand what was going on. 'So that explains why we have a 3 months along baby bump when it is too early for it.' They then spent the next few minutes talking about the baby which Spiderman told her that she is going to be staying here at the X-Mansion after it is cleaned up until the baby is born. To protect her and the baby, and he was going to do the same thing for any of his other "wives" whenever they get pregnant.

All of a sudden Spiderman's communicator started ringing, he checked to see who it was and it was Susan. She had some important information for him, "Love, we have important news, the Avengers are starting to get suspicious of me. They think it's strange that we 'recovered' so quickly from the 'deaths' of our teammates. We've put a deadly poison in Captain America's food and now he is in critical condition. Tony Stark has almost completed a device to destroy the symbiotes like the Tinkerer did before!"

"SHIT! This changes things even more! I didn't want to reveal myself to the whole world yet, but it seems I have no choice now! Alright Susan, listen, I'll be there by tomorrow morning with a horde of symbiotes to deal with the Avengers. Just make sure to infect Ms. Marvel by the time we get there and make sure the Hulk is not there. Once I arrive with my men, I need you to sabotage the mansion's defenses so we can get in easily, got it!" ordered Spiderman.

"Yes Master!" replied Invisible Woman before signing off.

"Great, I'm sorry Babe but I will have to leave in the morning and you will have to stay here until the baby is born. But don't worry, Laura and Phoenix will be here with you to keep you company." Spiderman said to Black Cat who nodded sadly at not being able to join in on the fun of fighting the Avengers. After that Spiderman then got up and went to contact his base in New York City and tell them to send more men.

The following morning at the Avengers mansion…

Susan Storm was walking the halls of the mansion, on her way to the security control room for the mansion. She did exactly what her master Spiderman had ordered her to do: She-Hulk was at a court doing her job as a lawyer, and Susan had left a symbiote in Ms. Marvel's bed last night before she went to bed. The symbiote had waited until Ms. Marvel was in a deep sleep before covering her and infecting her. **(Like in the Spiderman 3 movie when Peter was in his apartment sleeping.) **

She had given Captain America a double dose of poison in his IV earlier and tampered with Hawkeye's arrows so that when tried to use them the explosive arrows would activate. She had tempered with the Iron Man armor by clogging the boots and gloves so that when he tried to fly the boots would blow up, taking out his feet and when he tried to use his hand blasts the same thing would happen. Now all that was left to do was the security since the Hulk was on the run again and Thor went back with Loki. **(I based these Avengers off of the movie from this summer; I only added Ms. Marvel and She-Hulk.) **

Shortly after, Invisible Woman made it to the security control room, there was no one on duty. She went to the controls while invisible and started shutting everything down and then destroying the control panels so no one could turn them back on. When she was done, Susan sent a message through the symbiote hive mind link, '_My Love, the security has been shut down and they will not be able to turn it on again without repairs. You will have the advantage of surprise if you hurry before anyone notices.' 'You have done a wonderful job Babe, remind me to reward you tonight when this over. Also I need to introduce you to 2 more 'sister wives', Laura and Jean, Black Cat is staying back at the X-Mansion because of the baby.'_ replied Spiderman through the link, and with that, the attack had begun.

Outside the Avengers Mansion…

Outside the fence line of the mansion, Spiderman was waiting for confirmation that the mansion's security had been dealt with. Eventually he received a message from Susan telepathically that everything was a go. Upon hearing that Spiderman ordered his forces to attack, causing a swarm of symbiotes onto and into the building. The symbtiotes broke through the windows and doors and started killing or infecting everyone inside.

Iron Man was in his workshop when the first symbiote broke in and attacked him. Tony backhanded the creature, sending crashing into the wall. He then ran out into the lobby, when he arrived there he saw symbiotes pouring through the doors and windows. "FUCK!" yelled Iron Man at all the symbiotes. He then started powering up his gauntlets tried to take out the symbiotes. Key word "tried", when he tried to fire the gauntlets they started to light up then *_BOOM!*_ they exploded. When the smoke cleared Tony looked at his hands (or what used to be his hands) and saw stumps. The explosion took his hands, it also cause metal to melt into the wound; both cauterizing it and keep metal trapped in the wound because the metal formed a cover for the wound. **(Think what Iron Man would look like if you took off his hands at the wrists, the molded the metal over the wound with bits of bone, muscle and metal slivers sticking out.) **Iron Man then fell to his knees in shock and pain as realization of what just happened clicked. By this time the symbiotes realized what happened, saw wounded prey, then went to town on him but they made sure to leave the head intact. **(The reason for the head being intact is so that they can give it to Spiderman so he can eat the brain and gain all of Tony's knowledge. I got the idea of eating brains to get information/powers/abilities from a Naruto fanfiction story I read, a really good one too.) **

In the medical ward, Captain America was on a hospital bed trying to get better from the poison he took. He heard a ruckus outside his room so with what strength he had he grabbed his shield and went to investigate. When he got outside his room he saw broken doors, windows, and the corpses of the medical staff that were taking care of him. 'What the HELL! What happened here?!' He then went down the hall towards where all the noise was coming from. When he arrived he saw Hawk Eye trying to fight off the symbiotes the symbiotes with his bow and a knife. His quiver was empty and there were bodies of the symbiotes around him with arrows in their heads. Seeing Hawk Eye in trouble, Captain America threw his shield and took out enough of the symbiotes to have some breathing room.

He turns to Hawk Eye and asks, "What's going on? Where is Tony? Why are you out of arrows?!"

Hawk Eye replied, "First, we are being invaded by symbiotes. Second, I have no idea where he is. And third, the weapon room was destroyed, the only quiver I had left was the one I already had on."

Right then another wave of symbiotes surrounded them, Clint then says to Steve, "I'll take the ones on the right and you'll take the ones on the left." "Sure, although this might be difficult if 1 more comes." Replied Steve. Right as he said that another symbiote appeared. "Shit!" they both replied. They started fighting, they were able to kill a few before one with a spider symbol on him (Spiderman) jumped between them and had a pair of spiked wings pierced them through their guts. **(I gave Spiderman a retractable pair of vultureling wings; they look a bit like Sarah Kerrigan's blade wings.) **

He then retracted the wings and said, "Dig in boys!" before leaving the two badly wounded heroes to be dinner. Spiderman then did a mental check list of who was left: Hulk left, She-Hulk at work, Ms. Marvel infected, Tony Stark dead, Steve Rogers dead, Black Widow infected, Thor was in Asgard, and Clint Barton was dead. 'All that is left now is to go see Susan and Carol.' And with that thought Spiderman then went to the lobby where Invisible Woman and Ms. Marvel were waiting for him.

When he arrived he saw Susan and Carol (in her infected form) waiting for him. **(Ms. Marvel's infected form looks like her regular outfit but a bit more symbiote like.)** "Good job Susan, we had no trouble dealing with the Avengers in their current state even though we lost a good 50 of our men." Said Spiderman.

"Thank you our liege, we aim to please." Replied Susan. She then turned to Carol and motioned her forward. Carol stepped up and then spoke, "Greetings our king, we are ready to serve."

"Good, but for now lets just retire in the master bedroom and get better acquainted." Replied Spiderman. And with that they went to the bedroom and got better 'acquainted'.

Now with the X-Men and Avengers destroyed that left only S.H.I.E.L.D. to defend america, but even they are badly wounded from New York. Is this the end of America?

**To Be Continued…**

**Hey everybody! Sorry with the delay but with Christmas right around the corner, my teachers feel obligated to give everyone projects at the same time! Anyway, I would like to thank ****Silverscale ****for giving me a name I can use for the ****black catlings****. **_**They are now called Prowlers**_**. I would also like to thank ****psycho sin mafia**** for giving me a name I can use for the ****electrovulturelings. **_**They are now called buzzards.**_** I would also like to ask people to vote on my poll, I already have the prologues written for them. Also the spiderman/rosario+vampire crossover will be a sequel/spin-off to this story. The Digimon/rosario+vampire crossover is about a digimon going to that school as the first digimon there as an embassador/exchange student/representative of digimon. The same basic idea for the Pokemon/rosario+vampire crossover except Arceus sends a legendary there instead. These were ideas I have never seen people do before ever!**

**ALSO, should I stop with Spiderman taking over the entire North American continent or should I just go with turning the entire planet into a cesspool of symbiotes?**

**Please respond and review, let me know if you have questions.**


	15. Chapter 10: Exposure!

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story. If I did, I would kill Mary Jane and have Black Cat and Spiderman marry.**

"yes" = regular speech

"_master_" = symbiote speech

'_done_' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 10: Exposure!**

At current S.H.I.E.L.D. headquarters…

Black Widow was walking down a hallway where S.H.I.E.L.D. had built a temporary headquarters after the loss of the helicarrier. She had just received word from her lover, Spider-Man, that the takeover of the Avengers' Mansion was a success, along with converting Ms. Marvel. A beeping noise coming from her communicator broke her from her train of thoughts. "Black Widow, report to Col. Fury in the observation room." With the she headed there, when she entered she looked around. She saw rows of stations with people at them working on computers; a bunch of screens at one end of the room, one of the guys at the stations was playing Galaga **(LOL)**, and then she finally spotted Col. Fury on a platform overlooking the workers. **(The room basically looks like the command deck of the helicarrier from the Avengers movie except instead of windows, viewing screens. Also Nick Fury looks like the version from the Avengers movie.)**

"Black Widow reporting sir!" said Black Widow to Nick Fury, who then turns around and says, "Good, I have something I want you to see, it was just released this morning on every TV channel." Fury then turned to the screens, pressed a button then recording of a live broadcast from earlier that morning. Spider-Man then appeared on the screen and began a speech, "Hellooo AMERICA! This is your symbiotely neighborhood Spider-Man! Many of you are probably wondering about what happened in New York City a couple of months ago. Well it went like this: Super Villain Venom started creating 'baby venoms' that infected people and turned them into an army of loyal minions to him. Then S.H.I.E.L.D. came and 'quarantined' the island by destroying all but 1 bridge and making sure no one left the island. After a while most of the people on the island were turned into symbiote minions while the survivors were rounded up and protected by S.H.I.E.L.D. Eventually a hydra form like Venom attacked the helicarrier, I go there and defeated Venom by throwing him into one of the turbine engines, thus killing him. This caused the helicarrier to crash and forced the remaining uninfected to try and flee the city. They couldn't, I had gained my own symbiote during that time and with Venom's death, the entire symbiote army. I then had them go kill and infect everyone they came across: Kingpin, Dare Devil, Heroes for Hire, etc. When we were done I started going after those who were a threat to my conquest and destroyed them. I have taken out the Fantastic 4, killing Mr. Fantastic, infected the other 3 members and making Susan Storm one of my mistresses. I then went and took out the X-Men, killing most of them, infecting a few and making Wolverine's 'daughter' and the Phoenix into my mistresses. And lastly I have destroyed the Avengers, Ms. Marvel is now my mistress, Iron Man, Captain America and Hawkeye were dead. With no one left to protect you from me makes me the winner and ruler of this country! I will give the government 72 hours reply and give me rule of the country peacefully or I will use my army to take this country by FORCE!"

After the video was over, Fury turned to Widow and said, "We thought that we had the situation under control with the quarantine around New York, but it seems that a few symbiotes got through before we could do anything. They took over Bayville and started spreading like wild fire, now most on New England is under his control. The President has asked me to come and help advise him on what to do next, I want you to come with me since you survived New York you are the only one here who has any clue on how to fight these things." "Yes Sir! But there is only one little problem…" answered Widow. "And that is?" asked Fury. Black Widow morphed her right hand into a blade, rammed it into Fury, twisted it several times and said, "You are not _**OUR MASTER!"**_ And with that Widow withdrew her blade and beheaded Fury, She sent a hidden signal to sleeper agents there that it was time to attack. A fourth of the agents in the room morphed into symbiotes and started attacking the uninfected.

All over the base agents were morphing into symbiotes and attacking everything in sight, they were taking no prisoners. Widow led a squad room by room killing or infecting everyone in their path. Eventually after 12 hours the symbiotes had completely killed or infected every agent in the base. Seeing that everything was going well, Widow sent a message to Spider-Man saying that everything was set. She received a reply congratulating her and telling her set a squad up with the 'Hulk buster' gear and send them after She-Hulk and Hulk. "Consider it done my lord." Answered Widow before she hung up…

At Avenger's Mansion…

Spider-Man had just finished up talking to Widow when Invisible Woman came in. "We have some surprising news Master." Said Susan. "Hm? And that is?" asked Spider-Man. Susan then took a deep breath and said, "Master We're pregnant!"

"…"

"…"

"SHIT!"

**To Be Continued…**

**Hey everybody! Sorry for such a long wait, the days before Christmas are very hectic both at home and school. I want people to know that this story has only 2-4 chapters left before completion. I already have other stories all set and ready to publish, but I work better when I am focusing only on 1 story at a time. Until my current poll is decided, I won't be able to put my next story up. But I might put some challenges up, I have a bunch of story ideas that haven't been done before. I like to thank the fanfic author Somniac7 for giving me some writing tips for this story. You people should try his stories out, they are good. I will try to get my next chapter up sooner than this and longer too. Please read and review!**


	16. Chapter 11

**Symbiote Conquest**

**Disclaimer: I don't own anything to do with Marvel or any other media I put in this story. If I did, I would kill Mary Jane and have Black Cat and Spiderman marry.**

"yes" = regular speech

_"master"_ = symbiote speech

'done' = symbiote speech (telepathy)

'dude' = thought

**(hello) = Author's Note**

**Chapter 11: The Beginning of the End**

At a cabin in the Canadian wilderness…

A Dr. Bruce Banner was busily cutting and stacking wood for the winter, he had decided to stay where he was since there have not been any trouble from the Army or SHIELD. He was deep in thought when he heard something, quickly turning in the direction of the noise he searched for the source. After seeing nothing, he went back to work; when, suddenly, he felt a sting… then another… then another… then a dozen before blacking out.

After seeing Bruce collapse, a squad of Hulk Busters and infected SHIELD agents de-cloaked, **(these agents have a special 'invisible woman' symbiote, they can turn invisible like her and whatever they are wearing, holding, or using.) **the leader of the group walked over to Banner who looked like a pin cushion with all the darts in him to knock him out without him changing. After making sure he was out the guy turned to his squad and said, "_Quick before he wakes up! The Master wants this one! Alive!" _and with that they put Banner in a special containment unit and headed back to SHIELD HQ.

Back at the Avenger's Mansion…

Spiderman was sitting on a couch thinking about Susan's announcement the other day about her pregnancy. Now he had not 1 but 2 powerful, pregnant wives to deal with, which included mood swings, cramps, and cravings.

'Thank God the symbiote pregnancy is cut down to only 5 months' thought Spiderman. 'We better finish the takeover of North America quickly so we don't put Cat's and Susan's babies in harm's way.'

While Spiderman was day-dreaming about what he would do with his kids when they were born, his phone rang. (play the Spectacular Spiderman theme song) "Hello!" Spiderman asked.

"Master, this is Black Widow! We are here to report that the Hulk has been captured and under your control."

"Good, what about She-Hulk? Any progress with her" asked Spiderman.

"Yes Master. We have left a 'surprise' in her apartment; she will be under your control by tomorrow morning." Answered Black Widow.

"Good, plan B is also ready. The Tinkerer has finally finished the device so that if anything goes wrong. Our enemies will not get us." Said Spiderman. "Now begin the attack on all major cities in the U.S. and Canada."

"It will be done my lord." Replied Black Widow before she signed off.

'Soon, the continent will be ours!' thought Spiderman.

At the nation's capital of Washington D.C….

On the outskirts of the city an army of symbiotes were waiting to begin the attack, with their leader standing in front of them waiting impatiently for her orders.

"EERRR! What's taking the master so long to give us the orders to attack!" yelled the figure, who is really X-23. This went on for a while her phone rang.

"Hello! Yes master? Uh huh… uh huh… okay! We will master!" and with that she hung up.

"Symbiotes! Attack!" she yelled. And with those words an army of symbiotes converged on the unsuspecting city and it's people.

THE END?

**Hi Everyone! Sorry it took so long to get an update, but after I had posted my last chapter my computer broke. So that along with school and personal problems it took me a while to get back to writing. I am also sorry with the short chapter and if it seems rushed, I am running out of idea with the story; I also do not want the story to become like a typical soap opera that never ends. **

**I have also published a Digimon story and I need a beta for it. The beta has to have knowledge of Digimon and Rosario+Vampire. I also made a poll that I really need answered because I can't continue the Digimon story without it. **

**P.S. I have also issued some challenges to anyone who wants to try.**


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